Agranoff v. Miller
Delaware Chancery Court
791 A.2d 880 (2001)
Edward Miller (defendant) unlawfully acquired warrants to purchase stock in EMS Corp. (plaintiff), a holding company that owned 62 percent of an operating company called Express Management Systems, Inc. The options rightfully belonged to Stuart Agranoff (plaintiff) and L. David Callaway III (plaintiff), who brought an action in the Delaware Chancery Court. The ultimate remedy required a determination of a hypothetical price at which Agranoff and Callaway could have purchased the warrants. Miller’s valuation expert took a comparable-companies approach, which used multiples based on EMS’s revenues; earnings before interest and taxes (EBIT); and earnings before interest, taxes, depreciation, and amortization (EBITDA) to arrive at a value of $41.02. Agranoff and Callaway’s expert used other methods, particularly discounted cash flow, but he plugged in projections that were based on discussions with EMS managers from later than the agreed-on valuation date.
Rule of Law
Holding and Reasoning (Strine, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 687,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 687,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 43,000 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.